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Plot

11 years old Four Arms battling Malware

Five years ago, Four Arms is fighting a red Galvanic Mechamorph called Malware. While Four Arms appears to have the upper hand, Malware manages to grab the Omnitrix and forces the Omnitrix to time out which leads Four Arms to transform back into Ben. Malware confronts Ben and taunts him about his defeat, which allows enough time for the Omnitrix to activate again. Ben transforms into Feedback and uses his energy absorbing and redirecting powers to quickly defeat Malware. Feedback then celebrates through jumping and pretending to play basketball. The Omnitrix times out, causing Feedback to transform back into Ben and violently fall back onto the ground. Ben gets up from the ground and shouts to the fleeing Malware that he should be running.

Team parts ways

In the present day, 16 year-old Ben, along with Gwen and Kevin, are in pursuit of Zombozo, who has stolen a brain from Bellwood's brain bank. After Zombozo manages to slip away several times, Ben transforms into Lodestar and uses his magnetic powers to launch steel Kevin at Zombozo, and then magnetically pulls Zombozo's brain case. Once Zombozo is tied up, Gwen and Kevin reveal that they are leaving Bellwood. Gwen is skipping several grades of high school and going directly to college. Ben is surprised to learn that Kevin won't be coming back, as he has found a place near Gwen's campus to work. Realizing that he will be left all alone, Ben shares an emotional goodbye with Kevin and Gwen. As they leave, Zombozo begins to mock Ben, claiming that he would have never captured him without his friends' help. Ben fiercely responds that he is a superhero and does not need help to get the job done. He leaves to find something to eat.

After driving past Mr. Smoothy because "it wouldn't be the same", Ben drives to Max's Plumbing store. Using the secret entrance in the store's bathroom, Ben descends into the Plumbers Base beneath Bellwood.

Spidermonkey battling Crabdozer

Ben meets up with Grandpa Max, who tries to inform him about something important. Before he can, an alarm goes off and Ben goes off to find the problem. When he arrives he is shocked to see half of a building destroyed, with a giant crater left. Watching from the shadows is Khyber, who attaches the Nemetrix to his pet and lets it run into the crater. Khyber whistles, and his pet transforms into Crabdozer, going after Ben. Ben tries to transform into Humungousaur, but transforms into Spidermonkey instead. Spidermonkey tries to fight it, but is no match for Crabdozer's strength. Just as Crabdozer is about to finish Spidermonkey, Khyber whistles again and calls it back.

As Spidermonkey transforms back to normal, an alien named Pakmar comes out of a nearby toilet he was hiding in. Pakmar reveals that this was his shop, a toilet emporium. Unfortunately he was confronted by a gang of alien criminals. The criminals force all of the alien shops in Bellwood to pay them Taydenite for "protection". If the shop owners refuse, the criminals destroy their shops.

With this information, Ben goes off to Mr. Baumann's alien grocery store. He asks him if he has had any demands from the alien criminals. While Mr Baumann originally denies that he has had any meetings with them, he eventually admits to it. At first he does not want Ben to interfere, Ben manages to convince him to let him observe quietly. In order to disguise himself, he turns into Cannonbolt and immediately attracts attention. After accidentally dealing some damage, he settles down in the store's food bar.

Remembering how hungry he is, Cannonbolt asks the customer next to him if he can have his food. Just as he is about to begin eating, the trio of alien criminals arrive.

The alien criminals (Bubble Helmet, Liam, and Fistina) have arrived with their bomb. Mr. Baumann quickly pays them Taydenite so that they will leave, but Cannonbolt interrupts. While both Bubble Helmet and Mr. Baumann try to convince him to stay out of it, Cannonbolt still confronts the criminals. Bubble Helmet begins to attack and the Cannonbolt rushes into the fight. Ducking behind his counter, Mr. Baumann expresses his disapproval of lasers and the damage that Ben always does to the store.

Rook debuts

While the other customers run out of the store, the alien that sat next to Cannonbolt continues to calmly eat his meal. Bubble Helmet activates the bomb and signals his partners to run away. While Cannonbolt tries to breach the force field around the bomb, he ultimately fails as the Omnitrix times out. As Mr. Baumann inquires Ben to when his friends will come to save the day, the alien sitting at the counter unveils himself. Using his Proto-Tool and agile gymnastics, the alien is able to defeat the criminals. He introduces himself to Ben as Rook, a Plumber sent by Max, and Ben's new partner.

Ben is not happy to hear the news, trying to tell Rook that he works alone now. Rook insists that he is his partner and mentions how honored he is to meet Ben. While he likes hearing this, Ben still refuses to accept Rook as a partner. However, due to the events around them, Rook and Ben cooperate to disable the bomb and catch the escaping criminals.

Bloxx throwing the bomb

Ben transforms into a new alien named Bloxx, and rushes to stop the bomb while Rook goes after the criminals. Seeing that he can't affect the bomb due to the forcefield, Bloxx and Rook switch places. Bloxx covers the criminals with a dome he builds his body into, as Rook evaluates the bomb. Rook states that he can't crack the force field in time, and needs to get the bomb out of the current populated area. Blasting a hole in the wall with his Proto-Tool, he calls Bloxx over to help carry the bomb outside. After scanning a nearby abandoned building for sentient life, Rook deduces that there is no one for the bomb to hurt, and Bloxx attempts to throw it in. As he is about to, the alien criminals run outside and blast Bloxx's arms to bits. Bloxx tries to catch it, but the bomb breaks through him and falls back down. With little time left, Bloxx builds himself into a catapult under the bomb and launches it into the empty building.

The bomb detonates, destroying the building and leaving behind a large crater. The crater has exposed a hidden tunnel and the three criminals run into it.

The Omnitrix times out and Bloxx transforms back to normal. Ben and Rook run after them and emerge from the tunnel into a secret, underground, alien city: Undertown. Ben is shocked by this discovery, but remembers his mission as he runs after the criminals with Rook. Above ground, Khyber once again attaches the Nemetrix to his dog. Telling it to show no mercy, he releases it after Ben, and it runs into the tunnel.

Ben: Woah... Bye bye building. (Ben sees the building during the explosion.) What could have done this?

Bubble Helmet: Pay up, Baumann.Liam: You heard about Pakmar, hmm?Cannonbolt: I heard he has great deals in toilets.Mr. Baumann: Take it easy now, I don't want any trouble. (gives Tayden)(Bubble Helmet takes the whole box, leaving one shard for Mr. Baumann)

Ben: Call me Ben, dude.Rook: Okay, Ben-Dude.

Rook:(to Ben as Bloxx carrying the bomb) Wait! (proceeds to scan the area for humans or aliens)Bloxx: Take your time... (sees the bomb ticking) ...I'm joking, by the way. Hurry up!

Naming and Translations

Language

Name

Origin

Arabic

عندما تتغير اللعبة, الجزء 1

When the Game Changes, Part I

Bulgarian

Колкото повече се променяш, част I

The more you change, Part I

French

Plus les choses changent: 1ère Partie

The more things change: Part 1

Hebrew

ככל שהדברים משתנים חלק א

When the Things Change, Part I

Hungarian

A dolgok változnak, Első rész

Things Change, Part 1

Portuguese (Br)

Quanto Mais as Coisas Mudam, 1ª Parte

The More Things Change, 1st Part

Spanish (HA)

Muchas Cosas Cambian, Primera Parte

Many Things Change, First Part

Spanish (Spain)

Cambiar para que nada Cambie, Parte 1

Change So That Nothing Changes, Part 1

Allusions

The title of this episode is based on the saying "The more things change, the more they stay the same."

When Ben says to Rook: "Just call me Ben, Dude", with Rook responding: "All right, Ben-Dude", this is similar to how Reinrassic III refers to Ben as Ben-Ben Tennyson after Ben tells him "My name is Ben, Ben Tennyson".

Mr. Baumann alludes to the bartender in the cantina from Star Wars: A New Hope when he says "No lasers, no lasers!" This corresponds to the bartender saying "No blasters."